THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

O'Charley's Inc. (CHUX)

4/19/2006 Proxy Information

Mr. Walker, an attorney, has been a Partner in Walker, Bryant, Tipps & Malone, a law firm, since January 2000. From time to time, the company has engaged Walker, Bryant, Tipps & Malone to provide legal services to the company.

Mr. Spiva has served as President of Spiva-Hill Investments, a commercial real estate development company, since 1975. He was an owner of the original O'Charley's restaurant prior to its acquisition by O'Charley's Inc.

On January 1, 2006, the company entered into a Severance Agreement and General Release with Steven J. Hislop, the company’s former Concept President — O’Charley’s and a member of the company’s board of directors. Under the terms of the agreement, and in partial consideration for Mr. Hislop’s agreement to refrain from engaging in certain competing activities until after December 31, 2006, the company will provide him with the aggregate sum of $526,514, $426,902 of which is payable weekly at the rate of $7,115 commencing on January 1, 2006 and the remaining $99,612 of which is payable in a lump sum on March 1, 2007. In addition, if Mr. Hislop elects COBRA health insurance coverage, the company has agreed to pay the premiums for such coverage through December 31, 2006. Under the terms of the agreement, the company also agreed to extend until March 31, 2006 the time within which he may exercise certain employee stock options held by him (to the extent exercisable on the effective date of the agreement).

On January 1, 2006, the company entered into a Severance Agreement and General Release with Richard D. May, the company’s former Chief Strategy Officer. Under the terms of the agreement, and in partial consideration for Mr. May’s agreement to refrain from engaging in certain competing activities until after December 31, 2006, the company will provide him with twelve months of salary continuation, including car allowance, at the rate of $3,846 per week, to be paid weekly for the period from the effective date of the agreement to December 31, 2006. In addition, if Mr. May elects COBRA health insurance coverage, the company has agreed to pay the premiums for such coverage through December 31, 2006. Under the terms of the agreement, the company also agreed to extend until March 31, 2006 the time within which he may exercise certain employee stock options held by him (to the extent exercisable on the effective date of the agreement).

4/14/2005 Proxy Information

During 2001, the company paid a portion of the cash bonuses to its executive officers on a quarterly basis and paid $162,500 to Mr. Burns, $127,500 to Mr. Hislop, $74,000 to William E. Hall, Jr., the company’s former President, O’Charley’s Concept, and $32,000 to Mr. Moore through the third quarter of 2001 as an advance on the cash bonuses that the company expected to pay for 2001. As a result of the difficult economic environment faced by the company and the responses taken by the company to maintain its market share, the company did not achieve the targeted level of earnings during 2001 necessary for the payment of cash bonuses to these executive officers. Each of the executive officers agreed to repay the amounts paid to such officer as cash bonus during 2001. The loans had a three-year term with principal and accrued interest, at the rate of 5% per annum, payable on February 12, 2005. The loans were secured by restricted stock units of the company held by the officers. During 2004, the maximum amount of indebtedness of the executive officers to the company was $185,893 for Mr. Burns, $162,086 for Mr. Hislop, $84,653 for Mr. Hall and $36,607 for Mr. Moore. Each of these loans were paid in full on February 12, 2005.

On January 27, 2003, the company acquired the business of Ninety Nine Restaurant & Pub from entities owned by Charles F. Doe, Jr., the company’s former President, Ninety Nine Restaurant and Pub Concept, and members of his immediate family. The total purchase price paid in the transaction was $116.0 million in cash and 2,352,941 shares of the company’s common stock. The company paid the entire cash purchase price and issued 941,176 shares of common stock on the closing date. The purchase price was subject to adjustment based on any change in the actual consolidated net book value of the Ninety Nine Restaurant and Pub concept from that estimated at the closing. On December 11, 2003, the company entered into an agreement with the former owners of Ninety Nine Restaurant & Pub (including Mr. Doe) to reflect the adjustment in the purchase price. Pursuant to the terms of the agreement, the number of shares of the company’s common stock required to be delivered by the company to the former owners on the first anniversary of the closing was reduced from 407,843 shares to 390,586 shares. The company issued an additional 407,843 shares of common stock in January 2005 and is obligated to issue an additional 407,843 shares of common stock on the third anniversary of the closing date and 94,118 shares on each of the fourth and fifth anniversaries of the closing date. In connection with the transaction, as amended by the terms of the agreement:

• Charles F. Doe, Jr. received 55,836 shares of common stock on the closing date, 90,138 shares of common stock in January 2004, 94,117 shares of common stock in January 2005 and will receive an aggregate of 271,896 shares of the company’s common stock over the next three years;

• a corporation in which Charles F. Doe, Jr. owned a one-third ownership interest received $56,518,800 in cash at closing; and

• a limited liability company in which Charles F. Doe, Jr. owned a one-sixth interest received $59,481,200 in cash and 773,670 shares of common stock at closing.

On October 29, 2004, the company entered into a Severance Agreement and General Release with A. Chad Fitzhugh, the company’s former Chief Financial Officer, Secretary and Treasurer. Under the terms of the agreement, and in partial consideration for Mr. Fitzhugh’s agreement to refrain from engaging in certain competing activities until after April 30, 2006, the company will provide him with eighteen months of salary continuation, including car and gas allowance, at the rate of $4,903.08 per week, to be paid weekly for the period from the effective date of the agreement to April 30, 2006. In addition, if Mr. Fitzhugh elects COBRA health insurance coverage, the company has agreed to pay the premiums for such coverage through October 31, 2005. The company also agreed to reimburse Mr. Fitzhugh for the fees of legal counsel engaged by him to review the agreement, in an amount not to exceed $3,500.

Under the terms of the agreement, the company also agreed to accelerate the vesting of 4,444 shares of restricted stock held by Mr. Fitzhugh and to extend until October 31, 2005 the time within which he may exercise certain employee stock options held by him (to the extent exercisable on the effective date of the agreement).

On June 24, 2004, the company entered into a Severance Agreement and General Release with William E. Hall, Jr., the company’s former President, O’Charley’s Concept. Under the terms of the agreement, and in partial consideration for Mr. Hall’s agreement to refrain from soliciting or hiring certain of the company’s employees until after June 26, 2006, the company will provide him with fourteen months of salary continuation, including car and gas allowance, at the rate of $4,614.62 per week, to be paid weekly for the period from the effective date of the agreement to August 28, 2005. In addition, if Mr. Hall elects COBRA health insurance coverage, the company has agreed to pay the premiums for such coverage through June 26, 2005. The company also agreed to reimburse Mr. Hall for the fees of legal counsel engaged by him to review the agreement, in an amount not to exceed $3,000.

Under the terms of the agreement, the company also agreed to accelerate the vesting of 3,462 shares of restricted stock held by Mr. Hall and to extend until June 30, 2005 the time within which he may exercise certain employee stock options held by him (to the extent exercisable on the effective date of the agreement).

Mr. Spiva was an owner of the original O'Charley's restaurant prior to its acquisition by O'Charley's Inc.

Mr. Walker, an attorney, has been a partner in Walker, Bryant, Tipps & Malone, a law firm, since January 2000. From time to time, the company has engaged Walker, Bryant, Tipps & Malone to provide legal services to the company.

4/16/2004 Proxy Information

Robert J. Walker, an attorney, has been a Partner in Walker, Bryant, Tipps & Malone, a law firm, since January 2000. From time to time, the company has engaged Walker, Bryant, Tipps & Malone to provide legal services to the company.

G. Nicholas Spiva was an owner of the original O'Charley's restaurant prior to its acquisition by the current company.

During 2001, the company paid a portion of the cash bonuses to its executive officers on a quarterly basis and paid $162,500 to Mr. Burns, $127,500 to Mr. Hislop, $85,000 to Mr. Fitzhugh and $74,000 to Mr. Hall through the third quarter of 2001 as an advance on the cash bonuses that the company expected to pay for 2001. As a result of the difficult economic environment faced by the company and the responses taken by the company to maintain its market share, the company did not achieve the targeted level of earnings during 2001 necessary for the payment of cash bonuses to these executive officers. Each of the executive officers has agreed to repay the amounts paid to such officer as cash bonus during 2001. The loans have a three-year term with principal and accrued interest, at the rate of 5% per annum, payable on February 12, 2005. The loans are secured by restricted stock units of the company held by the officers. During 2003, the maximum amount of indebtedness of the executive officers to the company was $177,768 for Mr. Burns, $155,002 for Mr. Hislop, $92,461 for Mr. Fitzhugh and $80,953 for Mr. Hall. During 2003, Mr. Fitzhugh repaid the outstanding balance of his loan.

On January 27, 2003, the company acquired the business of Ninety Nine Restaurant & Pub from entities owned by Charles F. Doe, Jr., the company’s President, Ninety Nine Restaurant and Pub Concept, and members of his immediate family. The total purchase price paid in the transaction was $116.0 million in cash and 2,352,941 shares of the company’s common stock. The company paid the entire cash purchase price and issued 941,176 shares of common stock on the closing date. The purchase price was subject to adjustment based on any change in the actual consolidated net book value of the Ninety Nine Restaurant and Pub concept from that estimated at the closing. On December 11, 2003, the company entered into an agreement with the former owners of Ninety Nine Restaurant & Pub (including Mr. Doe) to reflect the adjustment in the purchase price. Pursuant to the terms of the agreement, the number of shares of the company’s common stock required to be delivered by the company to the former owners on the first anniversary of the closing was reduced from 407,843 shares to 390,586 shares. The company is obligated to issue an additional 407,843 shares of common stock on each of the second and third anniversaries of the closing date and 94,118 shares on each of the fourth and fifth anniversaries of the closing date. In connection with the transaction, as amended by the terms of the agreement:

• Charles F. Doe, Jr. received 55,836 shares of common stock on the closing date and 90,138 shares of common stock in January 2004, and will receive an aggregate of 366,013 shares of the company’s common stock over the next four years;

• a corporation in which Charles F. Doe, Jr. owned a one-third ownership interest received $56,518,800 in cash at closing; and

• a limited liability company in which Charles F. Doe, Jr. owned a one-sixth interest received $59,481,200 in cash and 773,670 shares of common stock at closing.

4/21/2003 Proxy Information

Until January 31, 2002, the company leased real estate for the operation of its Goodlettsville and Murfreesboro, Tennessee restaurants and, until November 2000, its Clarksville, Tennessee restaurant from Two Mile Partners, a general partnership whose partners were the late David K. Wachtel, Jr., who owned 75% and was the managing partner of the partnership and a former director and executive officer of the company, and Gregory L. Burns, who owned 25% and is a director and the chief executive officer of the company. In addition, the company leased real estate in Bowling Green, Kentucky from Two Mile Partners on which the company formerly operated its Bowling Green restaurant. These four leases provided for annual rentals in an aggregate amount equal to the greater of $429,900 or 6% of each restaurant's sales. These leases were to expire at various times through 2006, with options by the company to renew for up to ten additional years on the same terms. During fiscal 2002, the company paid Two Mile Partners aggregate rent of $88,446.

The company relocated its Clarksville, Tennessee restaurant in July 2000 and terminated the lease for that restaurant in November 2000. In November 2000, Two Mile Partners sued the company in the circuit court for Montgomery County, Tennessee. In the complaint, Two Mile Partners sought $1.5 million in damages, plus interest, attorneys' fees and costs as a result of the company's alleged breach of the lease for the Clarksville restaurant property. Two Mile Partners alleged that the company breached a continuous operation provision in the lease by vacating the property and opening an O'Charley's restaurant in another location in Clarksville, Tennessee. Prior to his death in November 2001, Mr. Wachtel made all decisions regarding the prosecution of the lawsuit by Two Mile Partners in his capacity as managing partner.

In January 2002, the company entered into a comprehensive settlement agreement with Two Mile Partners settling all litigation and business matters between the company and Two Mile Partners. As a result of the settlement, (i) the company purchased the restaurant properties located in Goodlettsville, Murfreesboro and Clarksville, Tennessee that the company leased from Two Mile Partners for $1.7 million, $1.6 million and $1.0 million, respectively, (ii) the company terminated its lease with Two Mile Partners for a restaurant property located in Bowling Green, Kentucky on which the company formerly operated its Bowling Green restaurant and sold Two Mile Partners an adjoining parcel of property used for parking for a payment of $300,000, and (iii) Two Mile Partners dismissed with prejudice the litigation pending against the company in consideration of a payment by the company of $200,000.

Mr. Burns recused himself from the company's discussions and considerations of any matters relating to the settlement. The company believes that it terminated the lease for the Clarksville property in accordance with its terms and denies the allegations contained in the complaint filed by Two Mile Partners. Nevertheless, a special committee of the board of directors comprised of disinterested directors approved the settlement and believed it was in the company's best interest to settle the litigation to avoid the expense, uncertainty and distraction of this litigation.

During 2001, the company paid a portion of the cash bonuses to its executive officers on a quarterly basis and paid $162,500 to Mr. Burns, $127,500 to Mr. Hislop, $85,000 to Mr. Fitzhugh, $74,000 to Mr. Hall and $32,000 to Mr. Moore through the third quarter of 2001 as an advance on the cash bonuses that the company expected to pay for 2001. As a result of the difficult economic environment faced by the company and the responses taken by the company to maintain its market share, the company did not achieve the targeted level of earnings during 2001 necessary for the payment of cash bonuses to these executive officers. Each of the executive officers has agreed to repay the amounts paid to such officer as cash bonus during 2001. The loans have a three-year term with principal and accrued interest, at the rate of 5% per annum, payable at the end of the term. The loans are secured by restricted stock units of the company held by the officers. During 2002, the maximum amount of indebtedness of the executive officers to the company pursuant to these loans was $169,700 for Mr. Burns, $133,149 for Mr. Hislop, $88,766 for Mr. Fitzhugh, $77,279 for Mr. Hall and $33,418 for Mr. Moore.

On January 27, 2003, the company acquired the business of Ninety Nine Restaurant & Pub from entities owned by Charles F. Doe, Jr., the company's Concept President-Ninety Nine Restaurant and Pub, and members of his immediate family. The total purchase price paid in the transaction was $116.0 million in cash and 2,352,941 shares of the company's common stock. The company paid the entire cash purchase price and issued 941,176 shares of common stock on the closing date. The company is obligated to issue 407,843 shares of common stock on each of the first, second and third anniversaries of the closing date and 94,118 shares on the fourth and fifth anniversaries of the closing date. In connection with the transaction:

o Charles F. Doe, Jr. received 55,836 shares of common stock on the closing date and will receive an aggregate of 352,940 shares of the company's common stock over the next five years;

o a corporation in which Charles F. Doe, Jr. owns a one-third ownership interest received $56,518,800 in cash at closing and will receive an aggregate of 352,943 shares of the company's common stock over the next five years; and

o a limited liability company in which Charles F. Doe, Jr. owns a one-sixth interest received $59,481,200 in cash and 773,670 shares of common stock at closing.

In addition, as part of the Ninety Nine Restaurant and Pub transaction, the company and Charles F. Doe, Sr., as trustee of a family trust, entered into a lease for the property on which the Ninety Nine Restaurant and Pub home office and commissary are located. The lease has an initial term of five years and the company has the option to extend the term of the lease for up to three additional five-year terms. The lease provides for rent of $300,000 per year during the initial year of the lease, increasing by 1.5% annually thereafter during the term of the lease. The company has the option to purchase the property during the term of the lease at fair market value. In addition, the company has a right of first refusal to purchase the property in the event the landlord intends to sell the property during the term of the lease.